General Business Securities

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Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

Corporate News – January 2017

First director disqualification: UK focus on pursuing individuals as well as companies for breach of competition law - The UK's Competition and Markets Authority has secured its first disqualification of a director of a...more

Proposed Loss of Interest Deduction Would Boost Cost of PE Deals

Where asset acquisitions or deemed asset acquisitions are not available, the loss of the interest deduction would likely result in an increased focus on pure equity-funded transactions. Originally published on the Middle...more

New Year, Similar Priorities: SEC Announces 2017 OCIE Areas of Focus

On January 12, 2017 the SEC announced its Office of Compliance Inspections and Examinations (OCIE) priorities for the year, including areas of focus for Retail Investors, Senior Investors and Retirement Investments,...more

Your Daily Dose of Financial News

Deutsche Bank and the DOJ have put the finishing touches on the deal to resolve the investigation into DB’s role in its sale of toxic RMBS. The bank will fork over $7.2 billion in total, including a $3.1 billion civil penalty...more

House Acts to Place Additional Limitations on SEC Rulemaking

With its passage of the SEC Regulatory Accountability Act last week, the U.S. House of Representatives has taken action to place additional constraints on future rulemaking by the Securities and Exchange Commission; however,...more

The Difference Between Being Right and Doing Right

Not long ago I wrote about the Securities and Exchange Commission’s recent enforcement actions against companies that include pretaliation clauses in their employment contracts. I posted the article online, and one compliance...more

Uncertain Seas: European Financial and Regulatory Developments into 2017

Charting New and Dangerous Waters - Lloyd George and Epictetus may be long gone but their words have much resonance with the events of 2016. The political fallout from the UK’s vote to leave the European Union (“EU”)...more

Law Firm Data Breaches Demonstrate the Expanding Scope of Cyber Attacks

In a case of “cyber meets securities fraud,” the United States Attorney’s Office for the Southern District of New York (“SDNY”) recently indicted three foreign nationals on charges of insider trading, wire fraud, and computer...more

Recidivism Under the FCPA: Zimmer Biomet

Last week Zimmer Biomet Holdings, Inc. paid a high price for its and its predecessors failure to comply with the terms and conditions of 2012 Deferred Prosecution Agreement (the “2012 DPA”). Biomet, having originally paid $23...more

Your Daily Dose of Financial News

Ratings Agency Moody’s Corp. has agreed to pay roughly $864 million to resolve federal and state claims that it gave juiced ratings to risky MBS in the run-up to the financial crisis. Half of the total will end up in DOJ...more

Supreme Court to Review SEC Enforcement Limitations

On Friday, January 13, the Supreme Court granted certiorari to resolve a Circuit split on the extent to which SEC enforcement actions are restricted by the five-year statute of limitations in 28 U.S.C. § 2462. Section...more

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

The Financial Report, Volume 6, Number 1 - January 2017

As we enter our sixth year of publication, I am reminded of the old curse (or is it a blessing?), “may you live in interesting times.” Before our next edition is published, a new President will be seated in the Oval Office...more

Insider Trading in the E.U. and U.S. Markets – An Ocean Apart?

With increasing momentum towards global regulatory convergence – driven predominantly by G20 commitments – it is noteworthy that some important (and practically significant) distinctions remain between the market conduct...more

U.S. District Court Upholds CLO Risk Retention Rule

Investment managers that wish to manage newly formed CLOs will need to have sufficient capital to retain the risk they are required to retain under the Rule. On December 22, 2016, the U.S. District Court for the District...more

Your Daily Dose of Financial News

The emissions cheating scandal that recently cost VW $4.3 billion and a mess of criminal indictments isn’t, it seems, confined to the Germans. We heard months ago about a similar probe into Mitsubishi, and yesterday we...more

Port Authority of New York and New Jersey to Settle SEC Disclosure Law Violations - Agrees to Admit Wrongdoing and Pay Penalty for...

The U.S. Securities and Exchange Commission (SEC) announced on Jan. 10, 2017, that the Port Authority of New York and New Jersey (Port Authority) agreed to admit wrongdoing and pay a $400,000 penalty in connection with...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - Prohibition on Dealing or Investing in Industrial or Commercial Metals - On January 3, 2017, the Office of the Comptroller of the Currency (the "OCC") finalized a rule that...more

Cybersecurity Still Top FINRA Operational Risk

On January 4, the Financial Industry Regulatory Authority (FINRA) published its annual Regulatory and Examination Priorities Letter providing firms with information about areas FINRA plans to review in 2017 as well as...more

SEC’s 2017 Exam Priorities

OCIE released its 2017 exam priorities on January 12. The priorities list was most notable for being shorter than prior years. But that likely means only more focus, rather than less vigor....more

First Department Affirms Partial Dismissal of RMBS Repurchase Claims

On December 29, 2016, the New York Supreme Court, Appellate Division, First Department, in a 4-1 decision, affirmed a 2015 New York Supreme Court order dismissing certain claims in an RMBS action brought by Trustee U.S. Bank...more

Southern District Clarifies the Applicability of Section 316(b) of the Trust Indenture Act to Exchange Offers

Last year, plaintiffs successfully used an obscure provision of the 1939 Trust Indenture Act (the TIA) to challenge restructurings by Education Management, LLC (Marblegate) and Caesars Entertainment Operating Co. (Caesars)...more

Global Private Equity Newsletter - Winter 2017 Edition: Broker-Dealer Registration in the Private Equity Fund Adviser Context: How...

The U.S. Securities and Exchange Commission (SEC) announced on June 1, 2016, that Blackstreet Capital Management, LLC, a private equity fund advisory firm (BCM), and its owner had agreed to pay more than US$3.1 million to...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

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